8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 2, 2025

STIMCELL ENERGETICS INC.

(Exact name of registrant as specified in its charter)

820 – 1130 Pender Street, West

Vancouver, British Columbia V6E 4A4

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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ITEM 7.01****REGULATION FD DISCLOSURE

On December 2, 2025, StimCell Energetics Inc. (the “Company”) issued an informational news release (the “Release”) announcing the signing of a service agreement with the St. Boniface Hospital Albrechtsen Research Centre, to explore the effects of the Company’s proprietary eBalance® device on mitochondrial function in cultured sensory neurons to further define the physiological action of microcurrents. A copy of the Release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01****FINANCIAL STATEMENTS AND EXHIBITS.

**(d)**Exhibits

The following exhibits are provided with this Current Report:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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News release dated December 2, 2025

StimCell Energetics Inc. Announces Study into eBalance® Device’s Impact on Neuronal Mitochondrial Function

Vancouver, BC – December 2, 2025 – StimCell Energetics Inc. (OTC PINK: STME) (“StimCell” or the “Company”), a biotech pioneer targeting cellular energy to enhance wellness, anti-aging, and longevity, today announced the signing of a service agreement with the St. Boniface Hospital Albrechtsen Research Centre, affiliated with the University of Manitoba, and Principal Investigator, Professor Paul Fernyhough. This collaboration will explore the effects of StimCell’s proprietary eBalance® device on mitochondrial function in cultured sensory neurons to further define the physiological action of microcurrents.

Under the agreement, effective December 1, 2025, Dr. Fernyhough’s team will conduct a series of experiments to assess how eBalance® stimulation influences key aspects of cellular energy production by mitochondria. Using established biological assays in Dr. Fernyhough’s laboratory, the study will measure oxygen consumption rates (OCR) to evaluate impacts on the electron transport chain, ATP production, glycolysis, basal respiration, maximal respiration, spare respiratory capacity, coupling efficiency, and proton leak. Additional analyses will quantify enzyme activities such as AMP-activated protein kinase (AMPK) and levels of respiratory proteins through Western blotting. The project, expected to span approximately three months, involves acute and longer-term stimulation of dissociated adult rat dorsal root ganglia (DRG) neurons under controlled conditions. Replicates will ensure robust statistical analysis, with a comprehensive report provided at the study’s conclusion.

“We are thrilled to partner with Dr. Fernyhough and the esteemed St Boniface Hospital Albrechtsen Research Centre to rigorously test eBalance®’s capabilities,” said David Jeffs, CEO of StimCell Energetics. “This research represents a significant step forward in understanding how our technology may enhance mitochondrial performance, potentially opening new avenues for therapeutic applications in neurology and beyond.”

Dr. Paul Fernyhough, www.sbrc.ca/fernyhough, a renowned expert in neuronal bioenergetics and peripheral neuropathy, brings decades of experience to the project. His prior work, including studies on bioenergetic parameters in diabetic models, aligns closely with StimCell’s mission to advance cellular energy solutions. This agreement underscores the Company’s commitment to evidence-based innovation.

About StimCell Energetics Inc.

StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications including, but not limited to: aging, insulin sensitivity, high blood pressure, neuropathy and kidney function. The Company’s main focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.

On behalf of the Board of Directors of StimCell Energetics Inc.

David Jeffs

CEO, Director

For further information:

info@stimcell.com

www.StimCell.com.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company’s Quarterly, Annual and Current Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company’s forward-looking statements. Except as required by law, StimCell Energetics Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that StimCell Energetics Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.